Terms and Conditions

These Terms and Conditions ("Terms") are a binding agreement between Provsy Innovations Limited, a company incorporated in the Federal Republic of Nigeria with its office in Abuja, Nigeria ("Provsy", "we", "us"), and the school that registers for a Provsy account (the "School", "you"). They also set out the rules that apply to every teacher, learner and guardian the School brings onto Provsy (together "Users").

By registering a School, clicking to accept, paying for a plan, or using Provsy, you agree to these Terms and to our Privacy Policy, which forms part of them. The person who registers the School confirms that they are authorised to bind the School. If you are a teacher, learner or guardian using Provsy through a School, the School has agreed these Terms on your behalf and you agree to the sections that apply to Users.

If you do not agree, do not use Provsy.

Where a School has signed a separate written agreement with Provsy, for example an Enterprise agreement or data processing terms, that agreement prevails over these Terms to the extent they conflict.

• Service. The Provsy platform: the school console, the teacher workspace, the learner portal, the report cards, guardian reports, PDFs, emails and WhatsApp messages it produces, and the website at provsy.com.
• Plan. A subscription tier (Basic, Standard, Premium, Enterprise or a Primary School plan) with the features and quotas published on our pricing page at the time of purchase.
• Term. A school term. Plans are billed per term; a school year is treated as three terms.
• Quota. The number of subjects, exams and tests a Plan allows in a Term, and the number of Learners it includes.
• School Data. Everything the School and its Users put into the Service or that the Service produces from it: rosters, teaching material, papers, answers, marks, report cards, guardian contact details, and reports.
• Learner. A student on the School's roster, whether or not they have a portal login.
• Guardian. A parent or other person the School or Learner has named to receive reports about a Learner.
• Student Tech Fee. The optional per-Learner fee described in section 8.

Provsy lets a School build and mark written assessments, record the scores of assessments that happen in the classroom, compute report cards, issue them, and keep Guardians informed. So that nobody relies on the Service for something it does not do:

• Written assessments are built, sat and marked on Provsy. Tests and exams may be generated with AI assistance from the teacher's material, delivered on paper or online, and marked on the platform.
• Coursework and practicals are recorded only. Classwork, homework, lab practicals and projects take place in the School. Provsy does not create, deliver or mark them; a teacher enters the score so the report card is complete. The accuracy of those scores is the School's responsibility.
• Report cards are the School's documents. Provsy computes continuous assessment and term totals from the marks recorded, in the grading system the School has chosen, and lays them out as a report card. The School issues that document under its own name. Before releasing results, the School must satisfy itself that the marks are complete and correct.
• AI output is a draft. Assessment items, marking schemes, revision material, podcast scripts, AI tutor answers, readiness scores and the narrative in guardian reports are produced by large language models and may be wrong, incomplete or inappropriate for a particular class. Teachers must review AI-generated papers before they reach Learners. By default the Service requires the School's approval before a paper is published; a School that turns this off accepts responsibility for what is published.
• The academic system is the School's choice. The School selects its academic system, level names and grade scale at onboarding. Provsy derives everything else from that choice and does not infer it from the School's country.

The features available to a School depend on its Plan and are described on the pricing page. We may improve, change or retire features, and will give reasonable notice of any change that removes a feature a paid Plan includes.

The School

• Only a school or other educational institution, acting through an authorised representative, may register a School account.
• The School must keep its account details, head-of-school contact and settlement details accurate and current.
• The School is responsible for everything done on the Service through its account and its Users' accounts, including by anyone it has given a school code or login to.

Teachers

• Teacher accounts are created by the School. A teacher may only use Provsy for the School's purposes and may only see the classes and subjects the School assigns.
• Teachers must keep their credentials confidential, use the one-time codes we send only themselves, and tell the School and us immediately if they suspect their account has been compromised.

Learners

• A Learner is placed on Provsy by the School, either directly or by the School allowing self-registration with its school code. Provsy does not accept Learners who arrive by any other route.
• Most Learners are children. The School confirms that it has the authority, and has given any notice and obtained any consent its own law and policies require, to enrol each Learner and to have reports about them sent to the Guardians it names.
• A Learner's portal account is for that Learner alone. Learners must not share logins, sit an assessment for another person, or use the Service to cheat, harass or harm anyone.

Guardians

• Guardians do not have accounts. They receive reports at the email address and, where the Plan includes it and they have opted in, the WhatsApp number the School or Learner has provided. Nothing is sent to an address or number until the Guardian has confirmed it with a one-time code sent to it.
• A Guardian may ask the School or us to stop sending reports at any time.

All Users

Accounts are personal and non-transferable. You must not attempt to access another school's data, another User's account, or any part of the Service you are not authorised to use.

Because the report card carries the School's name and reaches a family, the School is responsible for the facts on it. In particular, the School must:

• Keep its roster accurate: the correct Learners, in the correct class and level, marked active or inactive as they join and leave.
• Ensure the scores its teachers record, and the marks its teachers award, are correct before results are released.
• Ensure that every Guardian email address and phone number it enters belongs to a person entitled to receive information about that Learner, and remove it when that ceases to be true.
• Tell its families that it uses Provsy and that reports are delivered by email and, where applicable, WhatsApp, in the way its own privacy notice and law require.
• Respond to Learners' and Guardians' requests about their own data, and route to us anything it needs our help with.
• Hold the rights it needs in every document, textbook page or other material its teachers upload for assessment generation.
• Keep the settings it chooses, including whether papers require approval before publication and whether results are visible immediately, aligned with its own policies.

Provsy will help the School meet these obligations with the tools in the console, but cannot know whether a mark is right, a number belongs to a parent, or a learner has left. Those facts live with the School.

Provsy sends two kinds of communication to Guardians on the School's behalf and in the School's name:

• Report cards. On every Plan, when the School releases a Term's results, each Learner's report card is sent to the verified Guardians on file by email and, where they have opted in, by WhatsApp. The number of Guardians reached per Learner depends on the Plan.
• Guardian reports. On Plans that include them, a monthly progress report during Term covering the Learner's recent assessments, revision activity and engagement, with a written summary. Whether it is sent, on which channels, to how many Guardians, and in standard or detailed form, depends on the Plan.

These messages are transactional communications sent at the School's instruction; they are not Provsy marketing and Provsy will not use Guardian contact details for its own purposes.

Verification

No report is sent to an email address until the Guardian has confirmed it with a one-time code we sent to that address. WhatsApp delivery additionally requires that the number was entered with an explicit consent tick and then verified by a one-time code sent to it on WhatsApp. Without these, nothing is sent to that contact. WhatsApp messages are sent through the Meta WhatsApp Business Platform using approved templates and are subject to Meta's WhatsApp Business terms. Consent may be withdrawn at any time by the Guardian, the Learner or the School.

Delivery

Email and WhatsApp are carried by third parties, and a message can be delayed, rejected, filtered or delivered to a number or address that is no longer the Guardian's. Provsy records the outcome of every send, and a contact that bounces is automatically marked unverified until it is verified again. The School remains responsible for the accuracy of the contact details and for issuing results by other means where it must.

• Per-Term billing. Plans are priced and billed per Term. Prices are published in Nigerian Naira on the pricing page; other currencies shown are indicative and the amount charged is in Naira unless we agree otherwise. Prices exclude any applicable taxes, which will be added where the law requires.
• Payment. Payment is taken through our licensed payment processor. Card and bank details are entered on the processor's secure checkout and are never stored by Provsy. A Plan activates when payment is confirmed.
• Quotas. Each Plan includes a Quota of subjects, exams and tests for the Term. Quotas reset at the start of each Term and unused Quota does not carry over. When a Quota is reached, the School may upgrade or wait for the next Term.
• Learners included. Each Plan includes a stated number of Learners for the Term, published on the pricing page. Every Learner on the School's roll counts, including one awaiting graduation confirmation; a Learner the School has confirmed as graduated or marked as having left does not. Where a School holds a Primary School plan or add-on, primary Learners are counted against that plan's own allowance.
• Learners above the included number. Nothing is switched off when the School's roll exceeds the included number. Instead, each additional Learner is charged at the per-Learner rate published on the pricing page for that Term, and the School is shown the count and the charge in its console. The School may reduce the charge by marking Learners who have left, or by upgrading to a Plan that includes more.
• Upgrades. A School may upgrade at any time; the new Plan's features apply immediately and the price difference for the current Term is charged.
• Expiry. A Plan expires at the end of the Term it was bought for. On expiry, features that depend on a Plan, including the learner portal and guardian reports, stop. School Data is not affected: rosters, marks and report cards remain in the account and are available again when the School renews. See section 12 for when data is deleted.
• Coupons and balance. Coupons are applied at checkout. Any credit we issue is added to the School's Provsy balance and used against future charges; it is not paid out in cash unless the law requires.
• Refunds. Because AI generation and delivery costs are incurred as the Service is used, fees are non-refundable once a Term's Plan has been activated, except where required by law or where we have failed to provide the Service and cannot remedy the failure within a reasonable time.
• Price changes. We may change prices for future Terms with at least 30 days' notice on the pricing page or by email. A price change never affects a Term already paid for.
• Enterprise. Enterprise Plans are quoted per School and governed by their written agreement, including any custom Quota, invoicing and payment terms.

The Student Tech Fee is an optional per-Learner fee that unlocks the AI tutor, gamified trivia and predictive readiness scores for that Learner for the Term. It works as follows:

• Who pays. The fee may be paid by the Learner or Guardian through the learner portal, or by the School in bulk for some or all of its Learners.
• Provsy's share. Provsy's portion of the fee is the amount published on the pricing page and in the console.
• The School's fee. The School may set a higher fee. Where it does, and has connected its own settlement account through our payment processor, the amount above Provsy's share is settled directly to the School by the processor. The School is solely responsible for the level of that fee, for telling its families what it covers, and for any tax on its share.
• Guardian reports are not part of it. Guardian reports are provided by the School's Plan for every Learner, not by the Tech Fee. No family's report depends on whether that family paid.
• Refunds. Tech Fees are non-refundable once the features have been unlocked for the Term, except where the law requires.

School Data belongs to the School

The School owns its School Data. You grant Provsy a non-exclusive, worldwide licence to host, process, transmit, display and back up School Data solely to provide the Service, to comply with law, and to keep the Service secure. We do not use School Data to train AI models or for any purpose of our own beyond operating and improving the Service, and we use only aggregated or de-identified data for improvement.

Uploaded material

The School and its teachers are responsible for having the right to upload any textbook page, past paper, note or other material used for assessment generation. Provsy does not check copyright and will remove material on receipt of a valid notice.

Generated output

Assessment items, marking schemes, revision material, podcasts and reports generated from the School's material belong to the School, to the extent the law permits ownership of such output, and may be used for the School's educational purposes without restriction. Provsy makes no warranty that AI output is original or does not resemble output produced for another customer from similar inputs.

The platform

Provsy, its software, designs, item banks, curriculum mappings, templates, trade marks and documentation are and remain the property of Provsy and its licensors. Nothing in these Terms transfers them to you. You may not copy, modify, reverse engineer, scrape, resell or build a competing product from any part of the Service.

Feedback

If you give us suggestions, we may use them without obligation to you.

You must use Provsy lawfully and for the educational purpose it exists for. In particular, no User may:

• Upload or generate material that is unlawful, defamatory, obscene, discriminatory, or unsuitable for the age of the Learners who will see it.
• Enter a Guardian's contact details without authority, or use the guardian reporting features to send anything other than the reports the Service produces.
• Attempt to access another school's data or another User's account, probe or test the security of the Service without our written permission, or interfere with its operation.
• Use automated means to extract data from the Service, or use the Service to develop or train a competing product.
• Sit an assessment for another Learner, share assessment content before the School releases it, or otherwise undermine the integrity of a School's assessments.
• Use the AI tutor or generation features to produce content unrelated to the School's teaching, or to attempt to make them produce harmful content.
• Circumvent Quotas, Plan limits or payment.

We may remove content and suspend accounts that breach this section, and will tell the School when we do unless the law prevents it.

Our Privacy Policy describes what personal data we process, on what basis, with whom it is shared, and how long it is kept. For the personal data of Learners, Guardians and teachers, the School is the data controller and Provsy processes it only on the School's documented instructions, as set out in these Terms, the Privacy Policy and any data processing terms the School has signed with us. We will:

• Process School Data only to provide the Service and as the School instructs.
• Keep it confidential and ensure our staff and sub-processors do the same.
• Apply the security measures described in the Privacy Policy.
• Use only the sub-processors listed in the Privacy Policy, and give notice before adding one.
• Notify the School without undue delay if we become aware of a personal data breach affecting School Data, and assist it in meeting its own obligations.
• Assist the School, within reason, in responding to requests from Learners, Guardians and teachers about their data.
• Return or delete School Data at the end of the relationship as described in section 12.

Each party will keep the other's confidential information confidential and use it only for the purposes of these Terms. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law.

Schools that need a signed data processing agreement may request one at the address at the end of these Terms.

Duration

These Terms apply from the moment the School registers and continue while the School has an account, whether or not it holds an active Plan.

Termination by the School

The School may close its account at any time by written notice to us. Fees already paid are not refunded except as set out in section 7.

Suspension and termination by Provsy

We may suspend or terminate a School's or a User's access if: these Terms are materially breached and, where the breach can be remedied, it is not remedied within 14 days of notice; the Service is being used in a way that threatens its security or other customers; a payment is overdue after notice; we are required to by law; or we cease to offer the Service, in which case we will give at least 90 days' notice and refund any pre-paid fees for the unused period.

Your data

A Plan expiring does not delete anything. School Data stays in the account, whether or not a Plan is active, until one of three things happens:

• The School asks. The School may instruct deletion of any Learner's records, or of all its School Data, at any time from the console or by written notice, and we will act on it.
• The account is closed. For 90 days after closure, the School may export its School Data, and we will provide it in a machine-readable form on request. After that we delete it.
• The account goes dormant. If a School has had no active Plan and no administrator sign-in for 24 months, we will email the administrator on file giving 60 days' notice. If nobody signs in or replies within that time, we delete the School Data.

In every case we keep only what the law requires us to keep, such as billing records. Deleted data leaves our backups on the next rotation cycle.

Survival

Sections on intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnity and governing law survive termination.

We aim to keep Provsy available at all times, but we do not guarantee uninterrupted access. Planned maintenance will, where possible, be scheduled outside school hours in the School's country and announced in advance. Third-party services on which the Service depends, including AI providers, email and WhatsApp carriers, the PDF renderer and payment processing, may fail in ways outside our control.

Support is provided by email at [email protected] during Nigerian business hours. Enterprise Schools receive the support described in their agreement. We will use reasonable efforts to respond to a report of a defect that stops the School issuing results within one business day.

Except as expressly stated in these Terms, and to the fullest extent the law allows, the Service is provided as is and as available, without warranties of any kind, express or implied, including of merchantability, fitness for a particular purpose, accuracy or non-infringement.

Without limiting that:

• Provsy is a tool that supports teachers and school leaders. It does not replace their professional judgement. Decisions about a Learner's promotion, placement, discipline or welfare are the School's alone.
• AI-generated content may be inaccurate, incomplete, biased or unsuitable, and must be reviewed by a qualified teacher before use.
• Report card arithmetic is computed from the marks the School records. Provsy is not responsible for a wrong mark that was entered or awarded by the School, or for results released before the School had checked them.
• Predictive readiness scores and engagement insights are estimates from limited data, not assessments of a child's ability.
• Delivery of email and WhatsApp messages depends on third parties and on the accuracy of the contact details the School provides.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that, neither party is liable to the other for any indirect, consequential or special loss, loss of profit, revenue, goodwill or anticipated savings, or loss or corruption of data, however arising.

Subject to both of the above, Provsy's total aggregate liability to the School and its Users arising out of or in connection with these Terms and the Service in any 12-month period will not exceed the fees paid by the School to Provsy in that period. Where the School has paid no fees, Provsy's liability is limited to ₦500,000.

The Service is offered to institutions. Nothing in these Terms affects any right a Learner or Guardian has as a consumer under law that cannot be excluded.

The School will indemnify Provsy against losses, costs and claims arising from: material the School or its Users upload in breach of a third party's rights; Guardian contact details entered without authority; the School's failure to give notices or obtain consents its own law requires before enrolling Learners or sending them or their Guardians communications; results released without the School's verification; and any use of the Service by its Users in breach of these Terms.

Provsy will indemnify the School against third-party claims that the Service itself, used in accordance with these Terms, infringes that third party's intellectual property rights, provided the School notifies us promptly, lets us control the defence, and cooperates with us. This does not apply to claims arising from School Data or from material the School uploaded.

We may update these Terms from time to time. The date and version at the top tell you when. For material changes we will email School administrators at least 30 days before they take effect, except where a change is required by law or is needed to address a security risk, in which case it may take effect sooner. If a School does not accept a material change, it may close its account before the change takes effect and we will refund any pre-paid fees for the unused period. Continued use after the effective date means the updated Terms apply.

These Terms, and any dispute or claim arising out of or in connection with them or the Service, are governed by the laws of the Federal Republic of Nigeria.

If a dispute arises, the parties will first try in good faith to resolve it by discussion between senior representatives within 30 days of written notice. If that fails, the dispute will be referred to and finally resolved by arbitration in Abuja, Nigeria, by a sole arbitrator under the Arbitration and Mediation Act 2023, in the English language. Either party may seek urgent injunctive relief from a court of competent jurisdiction at any time, and nothing prevents either party from bringing a claim in the courts where a School is established if the law there so requires.

• Entire agreement. These Terms, the Privacy Policy, the pricing page as at the date of purchase, and any signed agreement between us make up the whole agreement and supersede prior discussions.
• Assignment. The School may not transfer its rights or obligations without our written consent. We may assign these Terms to a successor to our business on notice.
• Notices. Notices to Provsy go to [email protected] or to our office in Abuja, Nigeria. Notices to the School go to the administrator email on the account.
• Severability. If any provision is unenforceable, the rest remains in force and the provision is read down to the minimum extent necessary.
• Waiver. A failure to enforce a right is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of public networks, utilities or third-party platforms, provided it uses reasonable efforts to resume.
• No third-party rights. Except for Users' rights expressly stated here, no third party may enforce these Terms.
• Language. These Terms are written in English. Any translation is for convenience only.